I .lWffiFS' NEAL S. SALISIAN, SBN 240277 neal.sal isian@salisianlee.com 2 JAY M. LICHTER, SBN 266960 jay.lichter@sal isianlee.com JAN J SALISIAN I LEE LLP 4 550 South Hope Street, Suite 750 Los Angeles, Califomia 9007l-2627 *"gffi Telephone: (213)622-9100 5 6 7 Facsimile: t3 2011 iJrlJ,l'I:":gji1'!". (800)622-9145 Attomeys for Plaintiff THE MILL GROUP. INC. d,/b/a THE MILL 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COLNTY OF LOS ANGELES _ CENTRAL DISTRICT IO ll THE MILL GROUP, lNC. dtu/a The Mill, a New York corporation, t2 caseNo. 8C646957 [Assigned to the Hon. Plaintiff, l3 l4 l5 DePt. - COMPLAINT FOR: FARADAY & FUTURE, NC., a Califomia corporation; and DOES I through 20, inclusive. l6 Defendants. l. BREACH OT IMPLIED CONTRACT; ) QUA^'TUM MERUIT; 3. 4. ACCOUNT STATED; An*D GOODS/SERVICES RENDERED t7 ITJNLTMITED ClvlLl l8 l9 20 2l 22 23 24 25 26 27 28 SolisionlLee- =-, COMPLAINT FOR DAMAGES ] Plaintiff The Mill Group, Inc. d,/b/a The Mill hereby alleges 1 as follows: GENERAL ALLEGATIONS 2 l. 3 Plaintiff The Mill Group, Inc. d,rbla The Mill ("The Mill") is, and at all times 4 herein mentioned was, a New York corporation authorized to do business in the state of 5 Califomia. 6 2. Upon information and belief, defendant Faraday & Future, Inc. ("Faraday") is, and ,7 at all times herein mentioned was, a Califomia corporation with its principal place of business 8 Los Angeles County. 3. 9 in The true names and capacities, whether individual, corporate, associate, or 10 otherwise ofthose defendants named herein as Does 1 through 20, inclusive, are unknown to The 11 Mill 12 amend this Complaint to reflect the true narnes and capacities of these Doe defendants once this 13 information has been ascertained. Each Doe defendant is in some manner responsible, liable T4 and/or obligated to The 15 alleged herein. 16 at this time, who therefore sues these defendants by such fictitious names. The 4. Mill in comection with Mill will the occurrences, transactions, and obligations Each named defendant is, and at all times mentioned herein was, the undisclosed t7 employee and/or agent ofeach and every other defendant and Doe defendant, and was acting l8 within the purpose and scope ofthat employment and/or agency in performing the acts and t9 omissions alleged herein. The 20 each defendant ratified, approved, and adopted as its own the acts ofeach of the other defendants. 2t 22 5. Mill is also informed and believes, and on that basis alleges, that Jurisdiction and venue are proper in this Court because the events described in this complaint took place within the jurisdictional boundaries of the Court. FIRST CAUSE OF ACTION (Breach of Implied Contract) (Against all Defendants) 25 26 27 6. The Mill re-alleges and incorporates by reference each and every allegation contained herein above, inclusive, as though each were fully set forth at this point. 28 Solision Lee- COMPLAINT FOR DAMAGES 7. 1 Faraday is a start-up technology company focused on the development and sale Mill is a visual FX company specializing in design and digital projects for 2 electric vehicles. The 3 the advertising, gaming, and music industries. 8. 4 of In or about August 2016, Faraday reached out to The Mill and requested that The prepare and provide a graphic presentation, with virtual reality, augmented reality, and 5 Mill 6 holographic components, to promote the lantary 2017 launch of a new electric vehicle developed 7 by Faraday. 9. 8 9 In response, on or about September 9, 2016, The Mill issued an estimate for the value of materials and services to Faraday, identifling a total cost of $ 1,822,750.00. The total of 10 $1,822,750.00 represents the reasonable value ofthe materials and services contemplated in The 11 Mill's 12 September 9, 2016 Estimate. 13 September 9,2016 Estimate. Attached hereto as Exhibit 10. A is a copy of The Mill's After receiving the estimate, Faraday agreed to pay The Mill the total sum of 14 $1,822,750.00 in exchange for the materials and services associated with The Mill's graphic 15 presentation. Faraday further agreed to make payments to The Mill pursuant to the following 16 payment schedule: t7 18 19 - Due Date Payment No. Payment Amount 1 $455,687.s0 September 12,2016 2 $455,687.50 October 3, 2016 J $91 1,375.00 October 10, 20i 6 20 21, 22 23 24 25 11. On or about September 12,2016, Faraday issued The Mill a purchase order, which 26 encompassed the agreed-upon payment terms, and confirmed the project deliverables and fee. 27 Attached hereto as Exhibit B is a copy ofFaraday's September \2,2016 Purchase Order. 28 Solision Lee- COMPLAINT FORDAMAGES 1 12. Pursuant to its agreement with Faraday, The Mill prepared and provided the it total of 2 requested graphic presentation, with the understanding that Faraday would pay 3 $1,822,750.00, which is the reasonable value of such materials and services. The 4 prepared and provided the requested graphic presentation with the understanding that Faraday 5 would pay the total amount due pursuant to the payment schedule noted in the September 12, 6 2016 Purchase Order. 7 13. Faraday has repeatedly acknowledged that a Mill further it accepts the sums owing to The Mill 8 and its intention to pay. However, despite repeated requests for payment and promises by 9 Faraday to pay, funds have not been received. Instead, Faraday has only paid $20,000.00 to The 10 Mill, leaving 11 14. 12 a total outstanding balance in the amount of $ 1 ,802,750.00. The Mill performed all of its obligations and duties pursuant to its agreement with Faraday, other than those which were excused by Faraday's failure to perform. 13 15. I4 balance, The 15 associated interest and costs, which is now due, owing, and unpaid from Faraday o The As a proximate cause ofFaraday's failure and refusal to pay the outstanding Mill has been damaged in the principal sum ofat least $1.802.750.00, plus t6 SECOND CAUSE OF ACTION t7 (Quantum Meruit) 18 (Against all Defendants) 19 20 21, 22 23 24 25 16. The Mill re-alleges and incorporates by reference Mill. each and every allegation contained herein above, inclusive, as though each were fully set forth at this point. 17. Based on an agreement between The Mill and Faraday, The Mill prepared and provided Faraday the graphic presentation Faraday requested. 18. In exchange for the graphic presentation, Faraday agreed to pay The Mill a total of $1,822,750.00 by October 10,2016, which is the reasonable value of such materials and services. 19. Faraday has repeatedly acknowledged that it accepts the sums owing to The Mill 26 and its intention to pay. However, despite repeated requests for payment and promises by 27 Faraday to pay, funds hav3 15001 28 SolisionlLee* COMPLAINT FOR DAMAGES 1 2 20. e not been received. Instead, Faraday has only paid $20,000.00 to The Mill, leaving a total outstanding balance in the amount of $ 1,802,750.00. 3 21. 4 balance, The 5 associated interest and costs, which is now due, owing, and unpaid from Faraday to The As a proximate cause ofFaraday's failure and refusal to pay the outstanding Mill has been damaged in the principal sum ofat least $1.802.750.00, plus 6 THIRD CAUSE OF'ACTION ,7 (Account Stated) 8 (Against all Defendants) 9 10 l1 22. The Mill re-alleges and incorporates by reference each and every allegation contained herein above, inclusive, as though each were ful1y set forth at this point. 23. After September 12,2016, Faraday acknowledged its indebtedness to The Mill in t2 the amount of $1,822,750.00, arising from The 13 presentation. 14 24. 15 balance owed to The 16 25. t7 Mill fulfilling Faraday's Mill was the amount of $ 1,822,750.00. After September 12,2016, Faraday promised The Mill that Faraday would pay the totai outstanding balanced owed to The Mill, but has failed to do so despite repeated demands. FOURTH CAUSE OF ACTION 19 (Goods/Services Rendered) 20 (Against all Defendants) 22 23 24 25 26 26. The Mill re-alleges and incorporates by reference each and every allegation contained herein above, inclusive, as though each were fully set forth at this point. 27 . Within the last three (3) years, The Mill delivered goods and services to Faraday, at the special instance and request 28. of Faraday, and for which Faraday promised to pay The Mill. At all times herein mentioned, the above items were, and of 1,822,750.00. 27 28 SolisionlLee* request for a graphic After September 12,2016, Faraday agreed with The Mill that the outstanding 18 21 Mill. COMPLAINT FOR DAMAGES are, the reasonable value I 29. Only $20,000.00 ofthe above sum has been paid and therefore the remaining sum 2 of$1,802,750.00 is now due, ow'ing and unpaid from Faraday to the Mill, plus associated interest 3 and costs. 4 PRAYER FOR RELIEF 5 6 7 WHEREFORE, plaintiff The Mill Group, Inc. d/b/a The Mill prays for judgment against defendant Faraday Future, for: On the First, Second, Third and Fourth Causes of Action: 8 9 1. The principal sum of $l ,802,750.00; t0 2. Prejudgment interest on the principal sum, at the legal rate often percent (10%) per ll annum, from October 10,2016, to the date ofentry ofjudgment; 12 3. Costs of suit as provided by law; and 13 4. Such other and further reliefthat the Court considers proper. l4 15 DATED: January 13,2017 SALISIAN I LEE LLP l6 17 l8 l9 20 By: Attomeys for Plaintiff THE MILL GROUP, INC. d,rbla THE MILL 2t 22 1J 24 25 26 27 28 Solision Lee", COMPLAINT FOR DAMAGES EXHIBIT The Mill Estimate (Ball Park) ilil1 The Mill 3233 S. La Cienega Blvd Los Angeles, CA 90016 +1 310 566 3111 www.themill.com Client Contact Product Project Ouote l-ltle Estimate Ref Mill Contact Estimale Date Faraday Future Melissa Mack Faraday Fulure AR / VR Experience AR / VR Experience v4 dHologram 640743 Lelghton Greer gth Sep 2016 Dear Melissa, Thank you tor considering The Mill tor this proiect. Our bid is based on treatment update and discussions as ot 8/8. Our bid is formatted according to the tasks involved along with the correspondrng costs for each task. Please read through the tasks to make sure we have not misinterpreted or omitted anything. Below is a review ol lhe number ot spols, schedule, production specs and post production notes. We look forward to lhe opportunity to work with you. Sincerely, Leighton Greer Bidding Producer VERSIONS: x :30 - Hologram x 4:00 - Touchscreen Experience x 3:00 - VPA Experience x 5i00 - VR Expenence 4kx2k-30fps . . . . All additional adaptations or work will be quoted separately. All work to be completed at one aspect ratio e.9. l6:9 FHA at HD and a down convert to SD will later be completed with new legal. Estimate includes select estimaled hardware costs only where specifically called oul. These costs are ballpark costs and will be invoiced separately when final costs are assessed. Estimate does not rnclude costs for experience space, spacial design, hardware for experiences except where called out, robotic arms, electrical, audro or any other equipment not specifically noted. SCHEDULE & CALENDAR SPECS: Locked Edit: TBD Telecine: TBD Key Fleview Dates: TBD Final Delivery: Mid Ocl. Ship Date: Mid Oct. . . . Currently, it is our understanding that there is no lirm rough cut approvaldate andlor ship-date so we are unable to create a calendar. For planning purposes, you might lind it uselul to know that our job plan requires 50 working days to clmplete, once we have an approved concept / cut. lf your schedule contains less than 50 days, it will be necessary to compress the schedule with accelerated schedule fees. The job is bid as a firm bid. lf specs, previously approved work is asked to be revised or the schedule changes, then the Mill will revise the production plan, create a new schedule and an overage. PRE-PRO & SHOOT SPECS: . . . . . . . . . . . Assumes further meetings with the Direclor and Director of Photography prior to shoot. Please note this bid could change on discussion of finalshooting boards. Travel costs are an estimate at the time of bidding and may be subject to change pending flight & hotel prices and availability at the time of confirmation. The Millwillcollect HDRI Lighting Reference from the location. Time will be permitted tor VFX Supervisor to set tracking markers and collect data. This bid does not allow lor anamorphic lenses or plates larger than 2K. Clean Plates will be required for all VFX Shots. lf multiple plates are required, all lighting and camera setups will remain consistent. Depending on the camera move, Motion Conkolor a repeat head may be required. Chromakey blue or green screen may be required. Size, color and requirements to be determined on sight ot shooting boards prior to shoot. We would suggest that wardrobe should be non patterned to aid wire removal. All lens information to be provided and slated where possible. POST SPECS: . o . . . . Main post production to begin on receipt of an approved rough cut. lf Telecine is being completed outside of the Mill graded rushes \,yill be supplied to us on HD CAM SR. Addilional conform time will be needed if supplied as a dpx image sequence on a hard drive. Any alterations to the cut after post work has commenced will incur additional costs. All logos/artworMitling to be supplied as EPS files in eilher Photoshop or lllustrator. End Product / Tag Animation will be provided by the agency and client and is not included in this bid. Should this be required, it will be bid for additionally. Tape stock, postings, messenger/shipping are included in the bid; however, any amounts beyond what's list in the bid will be billed as used at the conclusion of the job. Final Distribution and Deliverables to be bid separately. TERMS AND CONDITIONS: A 25% interim will be issued on confirmation ot job. This is payable within 7 days. A mid term payment of 25% will be issued upon completion of below outlined mid-term milestones. Final payment of the remaining 50% will be issued upon completion and is payable within 30 days. Midteim Milestone Delinition: The Configurator Development lmplementation progress review milestone, will allow client to see and try the Configurator app in progress. Since CG Car assets are still in progress. The goal of this review is: - Demonstrate implementation of the app - Validate app UX - Get feedback trom stakeholders to refine Iunctionality and tune performance ln the review, the MILL will: - Demonstrate the ability to view and choose various options in each configurable car category (eg 3 x seat layouts,S x exterior colors, 2 x wheel). sizes) and preview that configuration. - Demonstrate submitting that configuration and saving that configuration data. - Let Stakeholders demo the app themselves, "configure a ca/'and save their configuration. Caveats and Assumptions for midterm milestone: - Some Car elements may be represented by proxy imagery - The Car elements look/feel not final - The Environment looldfeel not final - Configurator lnterface (Ul) looMeel not final - Some Conligurator Ul elements may be placeholder but will be functional - Animation and/or transitions may not be final VR Experience review milestone will allow the client to review and approve the linal route of the vehicle. The goal of this review is to tinalize the timing ol the progress oi the vehicle from start to iinish. ln the review, the Millwill: Show client animated journey of vehicle through environment lrom start to finish of experience. Caveats and Assumptions for midterm milestone: Car interior will not be final texture / render Exterior environment will not be final texture / render Car movement / animation will not be linal . . . . . . Prior to final 507. payment, the scope will be reviewed and will be adjusted to account for any reduction in scope Unless otherwise notified byyou, it is understood and accepted that The Mill is allowed to use commercial(s) referred to in this estimate in all PR and marketing activities, post air-date. All work is carried out in accordance with our Terms and Conditions ot Business, a copy ol which is available on request and which can also be viewed on The Mill's web-site, lllpfl4A4tEl[heldlLggE Estimaie valid for 60 days. No otherterms and conditions will be binding upon The Mill unless signed in writing. This document contains confidential materialof The Mill Group lnc. Copyright The MillGroup lnc20'16. O THE ABOVE TERMS AND CONDITIONS HAVE BEEN AGREED FOR THIS PROJECT ONLY AND SUPERSEDE THE BELOW TERMS TERMS AND CONDITIONS . . . . . . A 50% interim will be issued on confirmation of iob. This is payable within 7 days. Unless otherwise notified byyou, it is understood and accepted that The Mill is allowed to use commercial(s) referred to in this estimate rn all PR and marketing activities, post air-date. All work is carried out in accordance with our Terms and Conditions of Business, a copy ot which is available on request and which can also be viewed on The Mill's web-site http://www.themill.com. Estimate valid for 60 days. No other terms and conditions will be binding upon The Mill unless signed in writing. This document contains confidential maierial of TheMill Group lnc. Copyright The MillGroup 1nc2016. The Mill Estimate (Ball Park) ilil1 Description Color Estimate includes 20 hours baselight color correction. Data lngest & Prep 4 800.00 Color Grade 20 1,000.00 Unit(s) hou(s) hou(s) Color Flender 8 1,000.00 hou(s) Description Ouantity Rate Total 3,200.00 20,000.00 8,000.00 Sub-total: $31,200.00 Car Asset Estimate includes creation of CG Faraday Future car model asset based on CAD data provided by client to be used throughout experiences. Estimate includes creative director for length of current project schedule. Description Ouantity Rate Unit(s) Total CG: Modeling, texturing, rigging 110 1,650.00 day(s) 181,500.00 Creative Director 50 1,650.00 day(s) 82,s00.00 Sub-total: $264,000.00 Hologram Estimate includes creation of pre-rendered turntable of the car. Esiimate includes 2 versions ol car lurniable - 'l for the 4 seat '1 for the 3 seat configuration. and Esiimate does not include any interactive component to the hologram. Estimate includes estimated $100k tor hologram equipment. Estimate is ballpark only and final equipment selected will be invoiced at cost separately. Description Ouantity Compositor '15 2,750.00 CG: R&D 't5 1,650.00 CG: Light & Rendering 10 Hologram Equipment 1 Rate Unit(s) day(s) day(s) Total 41,250.00 24.750.0O 1,650.00 day(s) 16,500.00 100,000.00 item(s) 100,000.00 sub-total: $182,500.00 Touch Screen Conllgurator Estimate assumes 4 mins of interaction time with user and approximately 40 conteni variations. Estimate includes animation and lighting of up to 40 car configurations. Estimate includes CG and digital matte painting of stylized futuristic environment for conligurator. Estimate includes graphic design, animation and user interface for 4 min. piece. Estimate includes composite of CG and design elements. Description Ouantity Compositor 45 Rotoscoping 1 CG:Animation CG: Lighting & Rendering Unil(s) Total 2,750.00 day(s) 123,750.O0 8,000.00 each(s) 8,000.00 40 1,650.00 day(s) 66,000.00 60 1,650.00 day(s) 99,000.00 CG: Tracking 20 1,650.00 day(s) 33,000.00 CG: Matte Painting 40 1,650.00 day(s) 66,000.00 Ul Designer 83 day(s) 136,950.00 Design (day) 40 1,650.00 '1,650.00 day(s) 66,000.00 Atter Effects (day) 40 1,650.00 day(s) 66,000.00 Rate Sub-total: $664,700.00 VPA Experience Estimate reflects play back only ol preset sequence. Estimate does nol include cost of motion control arm rental or purchase. Estimale does include programming of motion and timing of robotic arms. Estimate includes CG animalion and lighting for up to 3 min. piece. Estimate includes R & D for functionality ol experience. Estimale includes estimated $10k Ior experience monitor equipment. Estimate is ballpark only and linal equipment selected will be invoiced at cost separalely. Oescription Ouantity Compositor CG:Animation Rate Unit(s) Total 30 2,750.00 day(s) 82,500.00 40 1,650.00 day(s) 66,000.00 CG: Lighting & Flendering 50 1,650.00 day(s) 82,500.00 R&D 30 1,650.00 day(s) 49,500.00 Design (day) 10 1,650.00 day(s) 16,500.00 After Effects (day) 20 't,650.00 day(s) 33,000.00 Monitors / Screens , 10,000.00 item(s) 10,000.00 Sub-total: $340,000.00 VR Eperience Film Estimate includes look development of futunstic environment for car driving route. Estimate includes modeling, texturing and lghting o, CG futuristic environment tor car driving route. Estimate includes animation and lighting of car lhrough luturistic environment for up to 5:OO minutes. Estimate includes stereoscopic conversion of onginal mono created 5:OO min experience. Estimate reflects the concept of collecting peoples earlier selections of car color, music preferences, inheritor set,up, etc. These conligurations would then go into a system that selects from many pre-rendered elements and in realtime composite those into the final VB lilm as it plays back. Esiimate does not reflect a room scale VFI experience with user interaction. Descriptlon Ouantlty Compositor 75 Stereoscopic Conversion Rate Unii(s) Toial 2,750.00 day(s) 206,250.00 100,000.00 each(s) 100,000.00 R&D 't8 1,650.00 day(s) 29,700.00 CG: Environment 60 1,650.00 day(s) 99,000.00 CG: Matte Painting 60 1,650.00 day(s) 99,000.00 CG: Lighting & Rendering 150 1,650.00 day(s) 247,500.00 CG:Animation 30 '1,650.00 day(s) 49,500.00 CG: FX 30 1,650.00 day(s) 49,500.00 Design / Look Development (day) 30 1,650.00 day(s) 49,500.00 1 sub-total: $929,950.00 Stock, Deliverables, Postings Description 1TB Hard Dnve (Client Drive) Oigital Delivery 4K Final Delrverable (4K File for Client) Posling Package Meals & Shipping Ouantity Rate Unit(s) Total 2 400.00 item(s) 800.00 2 800.00 item(s) 1,600.00 1 5,000.00 item(s) 5,000.00 1 3,000.00 item(s) 3,000.00 Sub-total: $10.400.00 TOTAL: ONE TIME PROJECT DISCOUNT: GRAND TOTAL: $2,422,750.0O s-600,000.00 s1,822,750.00 EXHIBIT o !e 6 eHH g ::o9l ,i:El o F a ! _@@o O ^' ^' .s s) Cr) '!! I .^ : o o) 5 6.s oE X o (t, a I (E C 0, o IU o o ! lU ?$ l- llrJ.3_ \co -c < P.-i bf 3- - o o .t) l o ,Q a l o q o N o o E <, O o o d) N ol o >.>.o o(Eo 'oE EI '= N(EO (E(oE LLITr./.J o it, o t-uJ z slo c! o Y oo =-l 2C F (I _o 'a o E o l! .s E o = o (, Sr.u )- d) = E t-- l .tP E (J (.) : : 5

\O'(D =oE @do +-!b- ro f q) o LD o = f X o d @ @ o .9 s F o Lq) :< 6(/) i-f, tr) (r_ o o - E--o ra, :EA F iii ur P : > =Or o ,.9).arro /\/ \/\r$ cnY o6 V)n z c rn 3-X @ .'lJ 9€ o r(! : 9(J*> LL-(E7 o ru N-e fFt @ @ o ao 0, .9 L ll (o ro @ o N o c c a-P-X 1-: (J -- F- o ,! c.i IE N 9, tt) f+J f F- t.@ (o LO ro o @ .> o o l (o F -1 t) o- l o \ o = E€E2.eE : xB =o.\=\.,-h-;=* 5o;'sL-,u*=;'itr =659EEEH"r# ^,r!([r.e9:HhdE E ! 5 $ FU E E e B E tL o. L [AO-=ZOOA- tr 31 k 9dd3:> +:?3 a, - 6 o4b=< +rb Aa-. i- q.E E o F iEll;:$sBq (t irKK o- B;EssEE iE (! Pr: o o a f o q o = o o o o